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Category Archives: Regulation A+

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Reg A+ Debate Continues

Posted in Regulation A+

The debate regarding state preemption for Tier 2 Regulation A+ offerings appears to continue.  Late last week, a group of Congressmen sent a letter to SEC Chair White reaffirming their view that the SEC has authority to define the term “qualified purchaser” in the context of state preemption and reiterating that the approach taken by… Continue Reading

The More Things Change….

Posted in General Solicitation, Regulation A+, Regulation D, Rule 144A, Rule 506 Rulemaking, SEC News

Today, September 23rd, is the one year anniversary of the effective date of the changes relaxing the prohibition against general solicitation in certain offerings made under Rule 506 and resales made pursuant to Rule 144A. The SEC has not moved forward with the rules it proposed in 2013 that would make certain changes to Regulation… Continue Reading

Reg A+ Challenged Again

Posted in Regulation A+, SEC News

Another letter to the SEC from the Hill challenges the Regulation A+ proposal.  This time, the authors question the authority of the SEC in defining “qualified purchaser” as an offeree or purchaser in a Tier 2 Reg A+ offering.  The letter (available here:  http://www.nasaa.org/wp-content/uploads/2014/08/Senate_Regulation-A-Letter-FINAL-08-01-14.pdf) suggests that the SEC through the approach taken in its proposal… Continue Reading

Hearing on Oversight of the SEC’s Division of Corporation Finance

Posted in Crowdfunding, Regulation A+, SEC News

As we previously reported, the Director of the SEC’s Division of Corporation Finance, Keith Higgins, testified before the House Financial Services Committee on a broad range of matters, including the SEC’s progress in implementing the rules required by the Dodd-Frank Act and the JOBS Act, as well as the Division’s disclosure reform initiative.  Congressmen commented… Continue Reading

Future of Regulation A+ Uncertain

Posted in Regulation A+

Earlier this month a group of Congressmen wrote to SEC Chair White (see letter here:  http://www.sec.gov/comments/s7-11-13/s71113-114.pdf) regarding state preemption for Regulation A+ offerings.  The letter suggests that, at the time that the JOBS Act was being debated and considered, Congress was concerned about sales of securities in Reg A+ offerings to retail investors.  However, the… Continue Reading

Remarks of Sebastian Gomez Abero, Chief of the SEC’s Office of Small Business Policy, in an ALI Webcast Titled “Crowdfunding and Reg A+: New Routes for Raising Capital”

Posted in Crowdfunding, Events, Regulation A+

On May 22, 2014, Sebastian Gomez Abero, Chief of the Office of Small Business Policy of the Division of Corporation Finance of the SEC, spoke about the SEC’s crowdfunding and Regulation A+ proposals. Mr. Gomez commented generally on a number of comments and questions raised by commenters to the proposals. Mr. Gomez also noted that… Continue Reading

Hearing on Proposed JOBS Act Related Bills

Posted in JOBS Act News, Regulation A+

On May 1st, the House Financial Services Committee will hold a hearing (see:  http://financialservices.house.gov/calendar/eventsingle.aspx?EventID=377434) on various proposed bills related to the JOBS Act.  One of the bills addresses the crowdfunding framework and would have the effect of striking Title III of the JOBS Act and reverting to the House version of the crowdfunding title in… Continue Reading

Under a Clear Blue Sky?

Posted in Regulation A+

On April 8, Commissioner Aguilar and Commissioner Stein spoke at the North American Securities Administrators Association conference. Commissioner Aguilar noted in his remarks that “Regulation A-plus remains a work in progress, and no one can say what the ultimate outcome will be.”  The Commissioner went on to note that a workable exemption would “attract issuers… Continue Reading

Developing a small company mini-IPO market

Posted in IPO On-Ramp, JOBS Act News, Regulation A+

Despite a recent upsurge in U.S. IPO activity, including the high-profile Facebook and Twitter public offerings, IPO activity has been on the decline over the past decade. In fact, between 2001 and 2011 fewer than 100 companies went public each year, compared to an average of 311 annual IPOs between 1980 and 2000. To read… Continue Reading

JOBS Act: From A+ to D

Posted in JOBS Act News, Regulation A+, SEC News

Today is the end of the comment period on the SEC’s proposing release concerning Regulation A+.  A number of comment letters already have been filed and are available here: http://www.sec.gov/comments/s7-11-13/s71113.shtml.  Additional comment letters are likely to be received in the next few days.  The letters overwhelmingly support the SEC’s approach. In a recent speech, SEC… Continue Reading

NASAA Comments on SEC’s Regulation A+ Proposal

Posted in Regulation A+, SEC News

Not unexpectedly, on February 19, 2014, the North American Securities Administrators Association sent a letter to the SEC objecting to the preemption of state authority over small corporate offerings by the SEC in its Regulation A+ Proposal and requesting a meeting with Chair White and the Corporate Finance leadership. The Proposal preempts state securities law… Continue Reading

Implementing Regulation A+

Posted in Events, Regulation A+, SEC News

On December 18, 2013, the SEC proposed rules to implement the mandate of Title IV of the JOBS Act by creating a framework for Section 3(b)(2) offerings. The JOBS Act permits non-reporting companies to conduct “mini” public offerings, or Regulation A+ exempt offerings to raise up to $50 million in proceeds. A Regulation A+ offering… Continue Reading

The plus side of Reg A

Posted in IPO On-Ramp, JOBS Act News, Regulation A+

To date, the Jumpstart Our Business Startups Act (the JOBS Act) is best known for legalizing securities crowdfunding (better called ‘crowd investing’), lifting the ban on the mass marketing of private offerings, and fostering an IPO on-ramp for so-called emerging growth companies, like Twitter.  But there’s more to the JOBS Act than these better publicized… Continue Reading

Proposed Rules for Reg A+

Posted in Regulation A+

The proposed rules were published in today’s Federal Register. Review the proposed rules here: http://www.mofo.com/files/Uploads/Images/140123-FR-SEC-vol79-no15.pdf.

A Year End Look at the JOBS Act

Posted in Crowdfunding, IPO On-Ramp, JOBS Act News, Regulation A+, Rule 506 Rulemaking

2013 has proven to be a strong year for IPOs.  According to a recent PWC study, total IPO volume for 2013, as of December 17, reached 237 public company debuts, which is an increase over 2012.  The overwhelming majority of these IPOs were completed by issuers that qualified as emerging growth companies.  (The full details… Continue Reading

Teleconference: Regulation A+ Offerings

Posted in Events, Regulation A+

On December 18, 2013, the SEC proposed rules to implement the mandate of Title IV of the JOBS Act by creating a framework for Section 3(b)(2) offerings. The JOBS Act permits non-reporting companies to conduct “mini” public offerings, or Regulation A+ exempt offerings to raise up to $50 million in proceeds. A Regulation A+ offering… Continue Reading

An Overview of the Reg A+ Proposed Rules

Posted in Regulation A+

In this alert, titled “A+ Indeed” http://www.mofo.com/files/Uploads/Images/131219-Reg-A.pdf, we provide an overview of the SEC’s proposed amendments to Reg A.  As we note in the alert, the SEC’s proposed rules move the United States one step closer to realizing the potential of the JOBS Act.  We expect that over time, amended Regulation A has the potential… Continue Reading

Reg A+ Proposed Rules

Posted in Regulation A+, SEC News

The SEC released the text of the proposed rule amendments to implement Title IV of the JOBS Act by modernizing Regulation A.  Please see here: http://www.sec.gov/rules/proposed/2013/33-9497.pdf If you missed today’s open meeting, you may be interested in the remarks of the SEC Chair, available here: http://www.sec.gov/News/Speech/Detail/Speech/1370540516714.

Reg A+ Exemption

Posted in Regulation A+, SEC News

Today, the SEC released proposed rules to carry out the rulemaking mandate of Title IV of the JOBS Act.  The proposed rules preserve and modernize the current framework of current Regulation A.  The proposed rules would establish two tiers.  The first tier would preserve the current offering threshold in Regulation A, which permits an issuer… Continue Reading

NASAA on Reg A+

Posted in Regulation A+

At the end of last week, the North American Securities Administrators Association (NASAA) submitted another comment letter on Reg A+, which now (given the SEC open meeting notice) seems particularly well timed.  The NASAA letter highlights the proposed coordinated review process for Reg A+ offerings (see our prior posts on this).  NASAA notes that the… Continue Reading

Reg A+ on its Way?

Posted in JOBS Act News, Regulation A+, SEC News

The SEC posted a notice that it will hold an open meeting on Wednesday, December 18, 2013 at 10:00 a.m to consider whether to propose rules and forms related to the offer and sale of securities pursuant to Section 3(b) of the Securities Act of 1933, as mandated by Title IV of the Jumpstart Our… Continue Reading

Understanding the Securities Laws 2013

Posted in Events, Regulation A+, Rule 506 Rulemaking

On Thursday, December 12, 2013, Morrison & Foerster partner Anna Pinedo will participate in the PLI seminar “Understanding the Securities Laws 2013”. Ms. Pinedo will give a presentation entitled “Securities Act Exemptions/Private Placements” which will discuss: exempt securities versus exempt transactions; regulation D offerings and recent changes, including the removal of the ban on general… Continue Reading

Industry Task Force Makes Capital Formation Recommendations

Posted in Regulation A+, SEC News

An industry task force, the Equity Formation Task Force, which might well be seen as a successor to the IPO Task Force, recently presented a report to the U.S. Treasury Department recommending a few additional measures to facilitate capital formation.  Here is a link to the group’s press release: www.equitycapitalformationtaskforce.com/files/ECF%20Report%20Press%20Release%20vF.pdf. The report repeats a number… Continue Reading

NASAA Request for Comment on Reg A+ Coordinated Review

Posted in JOBS Act News, Regulation A+

Today, the board of directors of the North American Securities Administrators Association, Inc. (NASAA)  released materials for public comment relating to a new coordinated review by state securities regulators of Regulation A+ (Section 3(b)(2)) offerings. As we have written in prior posts, Title IV of the JOBS Act provides an exemption under Section 3(b)(2) for… Continue Reading